Inside the Todd empire

John Todd

Charles Todd, the late founder of the Todd family fortune, left no room for doubt. You were either in or out - there was no in-between.

Todd Corp's founding document makes the distinction clear: "Todd Family means the persons who are descendants natural or adopted of Charles Todd, late of Wellington, merchant, who died on 21 August 1942 and his wife Mary Todd ... "

Even spouses - individuals most New Zealanders would regard as family - are excluded from holding shares.

Bloodline control of the $2.6 billion company, whose interests are as diverse as property, telecommunications, and oil and gas exploration and production, is also vested firmly in the family.

Direct relatives, who number 160, must make up at least a quarter of the board - currently four of nine directors. They also get to appoint the chairman and set his terms of employment.

Current chairman John Todd is not about to apologise for that. In a rare public interview, the 78-year-old grandson of the company's founder, and family patriarch, told The Business that keeping the business in the family was an ethos developed over decades.

Among other things, it allowed the family to make long-term decisions.

As with any private company, the directors have a "very immediate and direct responsibility" to the family, he says.

"It is far preferable that you maintain the family as a group, rather than bringing outsiders in.

"Collegial is a word, but ... there is no chummy situation, where people do not accept full and proper responsibility."

The attitude has clearly done the family no harm. Funding itself entirely from its own coffers, the Todds' impact on the New Zealand economy cannot be underestimated.

Starting as firstly a wool scourer and fell mongery in 1885, and later a stock and station agent, it has loomed large over New Zealand for the best part of 120 years.

A snapshot of its achievements:

* At the height of the depression it began importing petrol from the Soviet Union, establishing New Zealand's first major indigenous fuel company.

* It joined international oil giants Shell and BP to discover and then exploit the Maui gas field, which has provided almost 27 years of cheap energy and earned hundreds of millions of dollars in exports.

* Its Todd Energy arm is New Zealand's largest indigenous petroleum explorer and producer, holding strategic stakes in all key reserves that will help make up the shortfall left by Maui - Pohokura and Mangahewa.

* Its Todd Motors division was one of the country's largest car assemblers.

* It was responsible for the importation into New Zealand of Boeing aircraft.

* It was a key player in the development of Clear Communications, that today, as TelstraClear, is Telecom's only major competitor.

* It helped fund and develop satellite broadcaster Sky Network Television and remains an important shareholder.

Sir Ron Trotter, former chairman of the Fletcher Challenge conglomerate, who once lived in the part of Kelburn known locally as Toddsville, is one of few figures prepared to talk publicly about the Todds.

"They are a family who I like and admire. They have run the business well and managed over several generations to change it from a family-run show into something that is more of a performer."

Despite the family's importance, those who make the key decisions remain relatively anonymous. This partly reflects the family's determination to keep its affairs private. But it also reflects the power it wields and the - occasionally begrudging - respect for its record.

Few people spoken to for this article were willing to be identified, for fear of alienating themselves from the family.

However, over the coming years this solidarity may be tested as the family grapples with the future of its energy venture, now the cornerstone of its wealth.

Even more importantly, there is also the issue of who will succeed John Todd.

If the family history is any guide, the question of succession only arises when the incumbent dies.

Andrew Todd, John Todd's uncle, only became head of Todd Motors when John's father Desmond died. Upon Andrew's death, another uncle, Bryan, the founder of Todd's oil and gas interests, took control. John Todd took over from Bryan upon his death in 1987.

No one is expecting John Todd to shuffle off this mortal coil any time soon. Those who know him note how well preserved he appears - his liking for golf and boating paying dividends.

"When you look at him and when you see him playing golf he is as fit as they come," says cousin and fellow board member Malcolm Whyte.

But the precedents for succession ructions are legion.

Some observers point to the US, where the problem has been highlighted by the Pritzker family, owners of the Hyatt Hotel chain.

Fighting among the family began just two months after the death of patriarch Jay Pritzker, who took a single property and turned it into one of the world's largest hotel chains.

It was precipitated, according to the New York Times, when a cousin wrote to other family members questioning "whether the structure of our family enterprise needs to be updated".

Closer to home, the future of the Murdoch and Packer family fortunes provokes intense media speculation.

And closer still, there have been the bitter legal battles within the Kain and Couper families of Hawke's Bay and Canterbury, at one stage involving no fewer than six QCs.

Even John Todd recognises the problem.

"You can not keep together that sort of organisation for ever," he concedes. "The question over whether it will last decades or centuries ... I can't see it lasting for centuries.

"I am not saying there are tensions, but as the family gets larger, therefore the needs of the members of the families need to be considered ... "

The Todd building on Customhouse Quay in the centre of Wellington not only houses Todd Corp, it's also home to the Todd family office, which manages assets well beyond the corporation.

John Todd's responsibilities extend across the lot.

The estimated $2.6 billion wealth of the Todd Corporation is likely to be just the tip of the family's wealth. For instance, proceeds of asset disposals, such as Todd Motors, not needed to fund the corporation, have been funnelled back to shareholders.

"There are two major elements to our business," says John Todd. "One is the Todd Corp.

"The second side is our family investment outside of Todd Corp and that is managed by funds managers - a group of managers who devote their time and efforts to looking after the family business outside the corporation."

This includes the assets held by the many family trusts, the trusts' legal affairs, and other family matters. The Todd organisation provides these services to the trusts and the individual family members for a percentage of the assets under management.

"There have been certain distributions of the monies which have been earned and many of these distributions are invested by individuals and by trusts.

"It is there for the governance of family matters rather than corporate matters," John Todd says.

These assets are the most difficult to trace. The names of the trusts holding most of Todd Corp's shares are not revealed on the share register, only individual trustees' names and addresses. This makes an examination of the holdings of the trusts a near impossibility.

John Todd will provide little further detail, declining to disclose even how much the Todd family office manages on behalf of its beneficiaries.

Then there are the family's philanthropic activities through the Todd Foundation.

This was established in 1972 to support the disadvantaged or those with special needs, distributing just over $1.1 million in 2004.

Although John Todd's son Michael and nephew Henry Tait sit on the investment committee of the Todd Capital private equity business, no other family member is active in the Todd operating companies.

This is in sharp contrast to the past. All previous chairmen had significant operational, as opposed to governance, roles within the business and were directly responsible for the decisions that created the family's wealth. John's father Desmond and his uncle Andrew founded the automobile side of the business, while Bryan Todd founded the petroleum arm.

There is no obvious successor.

It is also not clear that the Todd family is united. It is believed, for example, that concerns over the family's governance sparked the formation of the Todd family council.

This is a 16-member elected body led by Michael Todd, governing the family interests outside Todd Corp. It oversees investment criteria and the governance of the family office.

As the Todd Corp is mainly owned by trusts, the power of individual beneficiaries to control their share of the corporation's capital is diluted.

The family, however, has a lot going for it to protect its continuity. If its unwillingness to talk to outsiders is a sign of cohesion, it remains a tight unit.

Most family members contacted for this article asked first if we had spoken to John Todd and took their lead from his initial refusal to co-operate.

The response of Margot Hutchison, another of John Todd's cousins, is typical: "We have always been a private company. How we run [it] is for us to sort out."

But those prepared to go on the record are unequivocal. Says John Todd's sister Beverley Brow: "I am extremely happy with the company and with the management. We like what the business has provided without exception."

Malcolm Whyte says: "The shareholders have been very happy with the way it has been going."

He describes the Todd dividends as "very acceptable", but won't elaborate.

John Todd says the creation of the council was a response to the dispersal of the family's wealth with each successive generation.

This required the creation of a body that could consider the family's interest as a whole, rather than the interests of discrete shareholders.

"It recognises that my generation is ageing and that the next generation has a clear understanding and hands-on interest in family affairs."

According to him, both individuals and trustees appear satisfied with the management of the empire so far.

And it is clearly up to the directors of Todd Corp to ensure that satisfaction continues in the company, he says.

As for questions of succession, he insists there is a wealth of talent coming through.

"We do have succession plans. But that is as far as I can go," he says.

"We do not allow the thing to carry on in a vacuum."

He points to the constitution, which makes clear provision for beneficiaries to ultimately sell out of the family if it is their wish. Share values, in the case of dispute, are set by professional valuers and are then offered to the rest of the family.

The corporation also has disciplines in place to ensure it delivers returns that are satisfactory. For example, it benchmarks itself against similar large companies.

"It is no different from any public company. It is incumbent upon us to report properly to our shareholders.

"If our family shareholders were dissatisfied and believed they could do better by investing [elsewhere], well, they would want to wind up the company and pour their money into [other assets]."

So far, this has not occurred and John Todd says he hopes it will remain that way.

Participation in the family's affairs is certainly robust.

The Todd Corp annual meeting in Wellington is well attended by beneficiaries who, including newborns, number 160 individuals. It is estimated they each receive an average of $328,000 a year from the company.

The meetings are said to be more than the formulaic gatherings of most New Zealand public companies, lasting most of the day.

At the conclusion of business the family gets together for a meal.

"It's an opportunity for a broad family association, which does not often happen, of course. They are well attended," says John Todd.

"It is always a meaningful and responsive discussion," says Malcolm Whyte, who adds there are rarely any major contentious issues.

"The success with our investments reflects that."


WHAT TODD CORP OWNS

Todd Energy
Chief executive: Richard Tweedie
Estimated value: $2.1 billion
Employees: 200

Assets:

A 6.3 per cent stake in the Maui field, the historical mainstay of New Zealand's gas supply, due to drop off dramatically next year.

A 26 per cent stake in the Pohokura field north of New Plymouth, which represents more than 70 per cent of proven gas reserves. 

Shared ownership of Kapuni, the country's largest producing field, and the McKee and Mangahewa fields.

A 16 per cent stake in the Maari field off the South Coast of Taranaki.

Full control of Bay of Plenty Electricity and a 35 per cent stake in King Country Energy as well as a number of generation joint ventures.

10 per cent of Australia's Cue Energy.


Todd Capital
The investment arm. A long-term investor that seeks significant shareholdings.
Managing director: Robert Bryden
Estimated value: $500 million

Investments:

Sky TV: An 11.1 per cent shareholding following the merger of INL and Sky Network Television last July. Todd made its initial investment in Sky in 1990. Value: $274 million.

Crown Castle: A 14.8 per cent shareholding in Australian wireless telecommunications network Crown Castle. This investment is made in conjunction with venture capital firm Jump Capital. Value: $130 million.

Landco: A 30 per cent shareholding in Landco, which owns and manages a portfolio of prime property, farming and vineyard developments. Value: $125 million (estimate).

Woosh: A 17 per cent shareholding in wireless telecoms provider Woosh Wireless. Value: $17 million (estimate).

Metlifecare: Just sold a 35 per cent shareholding in Metlifecare, New Zealand's largest retirement village and aged care services company, for $120 million.

Other investments: Shares in Snowplanet, an amusement park on the North Shore; Escalator Advertising, new media for advertising; E-ventures.